ESTATE INVESTMENT TRUST
Another hair brained creation of Steven
A Real Estate Investment Trust (REIT)is an organization established by 100 or
about this or other projects
more people to shield income from real estate transactions from taxes. While
the REIT is not taxed, the profits, if any, MUST be distributed yearly to
shareholders, and this distribution may be taxed at individual rates.
I intend to establish such a trust and I invite every one of you to join me as
shareholder in this venture and share in the yearly distribution of profits, if
any. You will have to invest at least TWO DOLLARS in order to be a member, and
you will not be required to invest more.
A member may purchase as many or as few shares as you wish, but remember, your
share of profits, if any, is based on the number of shares you own, and those
who invest the most have the most to gain -or lose, so it is OK if you want to
hog the profits, but never invest more than you can afford to lose.
I need 99 more members.
I would appreciate it if you would tell your family members, friends, associates
about this project and give them the choice of participating.
This is not a chain letter or anything like that and you are not asked to send
this mail to anyone else unless you think they may be interested. Even if you
choose not to participate, there may be enough shares left over to offer your
01. This Real Estate Investment Trust (REIT, established by me and at least 99
others, will be tax free (Internal Revenue Code Sect. 856(a)(5), will engage
in transactions designed to increase the net worth of all shareholders.
02. The management, consisting of a board of directors between 5 and 7 members,
will be elected from among the first 25 members.
03. In order to become a shareholder, a person must purchase at least one share,
at $2.00/share, which may be redeemed at face value or sold to any interested
buyer at any time.
04. No money will be collected until at least 50 persons have agreed to partici-
pate and/or become shareholders or until we have pledges of at least $100.
05. Members may purchase new shares, if available, at any time by contacting the
06. Prospective members should be reminded that no profits are guaranteed and
dividends paid yearly may be taxable to the individual.
07. There would be no meetings required except for the following:
A. Annual meeting of shareholders, held once per year at which time new elect-
ions will be conducted to reaffirm, replace or add directors;
08. The trust, with the consent of a majority of shareholders, may hire third
parties to manage the affairs of the company or to perform services required
for normal operations.
09. The board of Directors shall have sole responsibility and authority to desig-
nate such responsibility for management, financial and operational decisions
of the trust.
10. The trust will engage only in those operations allowed by the laws governing
Real Estate Investment Trusts.
In order to qualify for the advantages of being a pass-through entity for U.S.
a REIT must:
* Be structured as corporation, trust, or association. (Stephen Frazier Group,
Inc. Upon organization this name may be changed.
* Be managed by a board of directors or trustees. (Volunteers, please?)
* Have transferable shares or transferable certificates of interest
* Otherwise be taxable as a domestic corporation. Done
* Not be a financial institution or an insurance company. Done
* Be jointly owned by 100 persons or more (Well, so far there are two committed
and one possible)
* Have 95 percent of its income derived from dividends, interest, and property
* Pay dividends of at least 90% of the REIT's taxable income
* No more than 50% of the shares can be held by five or fewer individuals during
the last half of each taxable year (5/50 rule). This keeps the company from
being controlled by a small group of investors.
* At least 75% of total investment assets must be in real estate. (It's a REAL
ESTATE INVESTMENT TRUST! DUH!!)
* Derive at least 75% of gross income from rents or mortgage interest.
* No more than 20% of its assets may consist of stocks in taxable REIT subsidi-
aries. But we can invest in non real estate properties.